CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 19, 2006

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware

1-5805

13-2624428

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

270 Park Avenue, New York, NY

10017

(Address of Principal Executive Offices)

(Zip Code)

Registrants telephone number, including area code:
(212) 270-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On April 19, 2006, JPMorgan Chase & Co. (JPMorgan Chase or the Firm) held an investor
presentation to review first quarter 2006 earnings.

Exhibit 99.1 is a copy of slides furnished at, and posted on the Firms website in connection with,
the presentation. The slides are being furnished pursuant to Item 7.01, and the information
contained therein shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the
information in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of
the Firm under the Securities Act of 1933.

The presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations
of JPMorgan Chases management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. Factors that could
cause JPMorgan Chases results to differ materially from those described in the forward-looking
statements can be found in the 2005 Annual Report on
Form 10-K
for the year ended December 31,
2005, of JPMorgan Chase filed with the Securities and Exchange Commission and available at the
Securities and Exchange Commissions Internet site (
http://www.sec.gov
).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.

1Q06 Significant Items
($ in millions)
1 Management estimates the benefit in Card Services to be approximately $475mm in lower credit costs and $75mm in higher
revenue related to the new bankruptcy legislation that became effective in 4Q05.
2 Incremental expense includes: 1) the additional expense for awards granted in January 2006 to retirement-eligible
employees and 2) the accrual for awards expected to be granted in January 2007 for retirement-eligible employees.
Incremental expense is expected to be approximately $110mm per quarter for each of the remaining quarters of 2006,
declining to approximately $35mm per quarter in 2007. See page 13 of our press release and the appendix of this
presentation for a further description and the impact to each business unit.

Investment Bank
($ in millions)
1 Actual numbers for all periods, not over/under
2 Average Trading and Credit Portfolio VAR
3 Ratio is calculated assuming SFAS 123R had always been in effect
Record quarterly revenue of $4.7 billion
Ex. SFAS 123R, net income of $1.0 billion
and ROE of 20%
Strong IB fees of $1.2 billion up 19% YoY driven
by strong advisory and record loan syndication
fees
Fixed Income Markets reflect weaker results
versus prior year in commodities and rates
markets; stronger results in emerging markets,
currencies and credit markets
Record Equities Markets revenue of $1.2 billion
on broad-based strength
Credit costs reflect growth in loan balances
Expense ex. SFAS 123R up 16% YoY due to higher
revenue and higher comp/revenue ratio
Announced strategic alliance with Fidelity to
provide new issue equity and fixed income
products to Fidelity clients

Retail Financial Services
($ in millions)
1 Includes $17mm related to adoption of SFAS 123R
2 Actual numbers for all periods, not over/under
Net income of $881 million down 11% YoY
driven by weak Mortgage Banking results
Credit quality remains strong
Announced acquisition of BK's consumer,
small business and middle-market banking
business
338 branches
400 ATMs
$12.9 billion consumer and small
business deposits
$4.9 billion consumer and small
business loans
Expected to close in late 3Q or 4Q

Regional Banking
($ in millions)
1 Includes Hybrid ARM mark-to-market of ($120)mm pre-tax in 4Q05
2 Actual numbers for all periods, not over/under
Net income of $757mm down 4% YoY
Branch production statistics YoY
Deposits up 6%
Checking accounts up 8%
Branch sales of credit cards up 61%
and mortgage loans up 52%
Revenue flat YoY due to higher deposit
and loan balances offset by narrower
spreads on deposits and home equity
portfolios
Revenue up 8% QoQ due to absence of
4Q mark-to-market of Hybrid ARMs,
seasonal tax-refund anticipation
business and deposit growth
Expense reflects net investments
Completed acquisition of Collegiate
Funding Services
$6bn of education loans added

Continue to improve ROA on reduced originations
Credit quality remains good
Results include transfer of loans to held for sale
Mortgage Banking & Auto Finance
Auto Finance ($mm)
1 Actual numbers for all periods, not over/under
Note: Results include the following pre-tax items: loss on transfer of auto loans to held-for-sale of ($45)mm in 1Q06
and ($78mm) in 1Q05 and gain on RV sale of $34mm in 1Q05
Mortgage Banking ($mm)
Lower gain-on-sale margins on higher
originations YoY
MSR risk management results down YoY
1 Actual numbers for all periods, not over/under

Card Services (Managed)
($ in millions)
1 Actual numbers for all periods, not over/under
2 Includes $4mm related to adoption of SFAS 123R
Net income of $901mm up 73% YoY
ROO of 4.2%; management estimate of ROO ex.
bankruptcy benefit of approximately 2.6%
Bankruptcy legislation change positively impacted pre-
tax earnings by an estimated $550mm, primarily
through lower credit costs
Decline in end of period outstandings QoQ greater than
typical seasonal decline driven by higher payments,
possibly due to impact of min pay rule changes
Revenue slightly up YoY driven by higher loan balances
including the impact of Sears Canada acquisition, the
benefit from fewer bankruptcy-related revenue
reversals and increased charge volume, offset by lower
spread
Expense up YoY and QoQ due to higher marketing
expense and impact of Sears Canada acquisition,
partially offset by merger savings
Announced acquisition of Kohl's private label portfolio
with approximately $1.5 billion in loan balances
Expected to close in 2Q

Treasury & Securities Services
($ in millions)
Record net income of $312mm up 23% YoY
and 2% QoQ
Pre-tax margin of 29%
Liability balances up 22% YoY; Assets under
custody up 14% YoY5
Revenue up 12% YoY driven by wider
spreads on higher liability balances,
increased product volume, market
appreciation and the impact of Vastera
Expenses up 9% YoY primarily due to new
business growth, adoption of SFAS 123R and
the impact of Vastera
Completed acquisition of middle and back
office operations of Paloma
Announced sale of Corporate Trust business
to BK6
1 Actual numbers for all periods, not over/under
2 Includes deposits and deposits swept to on-balance sheet liabilities
3 1Q06 and 4Q05 include approximately $130 billion of trust assets under custody that had not been reported previously
4 Includes $25mm related to adoption of SFAS 123R
5 Excludes impact of $130 billion of trust assets under custody that were not reported in 1Q05
6 Excludes ADR, Escrow and Commercial Paper businesses

Asset & Wealth Management
($ in millions)
1 Actual numbers for all periods, not over/under
2 1Q06 does not include the loans and deposits of BrownCo, which were both $3bn at the time of sale on November 30, 2005
Net income of $313mm up 13% YoY
Pre-tax margin of 31%; pre-tax margin ex.
SFAS 123R of 36%
Assets under management up 11% YoY; net
asset inflows primarily driven by retail equity-
related flows through third party distribution
and institutional liquidity inflows
Highbridge AUM of $9 billion up 14% YoY
Revenue up 16% YoY due to net asset inflows,
market appreciation and higher placement and
performance fees, partially offset by the sale
of BrownCo in 4Q05 and narrower deposit
spreads
Expense ex. SFAS 123R up 10% YoY due to
higher performance based compensation,
partially offset by the sale of BrownCo in 4Q05

Comments on Outlook
IB fee pipeline continues to be strong
Card Services:
Underlying credit appears to be better
Credit costs expected to be higher in 2Q but still below pre-bankruptcy law
change levels
Minimum payment impact in 2H06 expected to be approximately $500mm
(split evenly between revenue and charge-offs)
Payment rate expected to remain at currently high level in 2Q
Credit - stable across wholesale and consumer portfolios
Private equity gains continue to be lumpy - expected to be below the $300mm
average in 2Q
Corporate - improvement on track

A P P E N D I X

1Q06 Impact of SFAS 123R - Retirement Eligible
Note: JPMorgan Chase adopted Statement of Financial Accounting Standards No. 123 (Revised 2004), ("Share-Based Payment") as of January 1, 2006
under the modified prospective method. SFAS 123R requires that stock compensation granted to retirement-eligible employees be fully expensed at,
or prior to, the time of grant rather than amortized over the vesting period. Accordingly, as a result of the adoption of SFAS 123R this quarter, the
firm expensed the full amount of the compensation expense associated with grants of restricted stock made in January 2006 to retirement-eligible
employees. In addition, during the first quarter of 2006, the firm began to accrue the estimated cost of grants expected to be awarded in January
2007 to retirement-eligible employees. Awards granted to retirement-eligible employees prior to January 1, 2006 have not been accelerated and will
continue to be amortized over the original vesting periods. The chart above provides, for each business segment, the incremental expense for the first
quarter of 2006 and the estimated incremental expense for the remaining quarters of 2006, related to the adoption of SFAS 123R. The amounts set
forth above are non-cash charges and represent accelerated recognition of costs that would have been incurred in future periods.

Disclaimer
This presentation contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
are based upon the current beliefs and expectations of JPMorgan Chase's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements.
Factors that could cause JPMorgan Chase's results to differ materially from
those described in the forward-looking statements can be found in the
firm's Annual Report on Form 10-K for the year ended December 31, 2005,
filed with the Securities and Exchange Commission and available at the
Securities and Exchange Commission's Internet site (http://www.sec.gov).